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**SECURITIES AND EXCHANGE COMMISSION**Washington, DC 20549

**Form10Q/A-1**

QuarterlyReport Under Section 13 or 15(d)of the Securities Exchange Act of 1934

  
|                             | For QuarterEnded March 31, 2002 |                                                     | CommissionFile Number 0‐8640 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------|

**  **

**SYNCORINTERNATIONAL CORPORATION**(Exact name of registrant as specified in its charter)

|                                                   |                                                       |                                     |
|---------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------|
| **Delaware**                                      |                                                                                                                                                                                                                                                                                                                                | **85‐0229124**                |
| (State orother jurisdiction of                    |                                                                                                                                                                                                                                                                                                                                | (I.R.S.Employer Identification No.) |
| incorporation or organization)                    |                                                                                                                                                                                                                                                                                                                                |                                     |
|                                         |                                                                                                                                                                                                                                                                                                                                |                                     |
| **6464Canoga Avenue, Woodland Hills, California** |                                                                                                                                                                                                                                                                                                                                | **91367**                           |
| (Address ofprincipal executive offices)           |                                                                                                                                                                                                                                                                                                                                | (ZipCode)                           |
|                                                   |                                                                                                                                                                                                                                                                                                                                |                                     |

**(818)737-4000**(Registrant's telephone number, including area code)

  

Indicate by check markwhether the Registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90days.

**Yes   X    No  ___**

Indicate the number ofshares outstanding of each of the issuer's classes of common stock,as of the latest practicable date.  As of April 30, 2002,24,778,273 shares of $.05 par value common stock wereoutstanding.

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**SYNCORINTERNATIONAL CORPORATION AND SUBSIDIARIES**

**INDEX**
|                                                                                                                                                              |                                                                                                                                                                                                                                                                            |                                                  | **Page** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------|----------|
|                                                                                                                                                    |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                              | PartI.    Financial Information                                                                                                                                                                                                                        |                                                  |          |
|                                                                                                                                                    |                                                                                                                                                                                                                                                                            |                                                  |          |
|                            |        Item1.  Condensed Consolidated FinancialStatements                                                                                                                                                                     |          |          |
|                                                                                                                                                    |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                              |                BalanceSheets as of March 31, 2002 and December 31,2001.........................                                                         |                                                  | 4        |
|                                                                                                                                                    |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                              |                Statementsof Income for Three Months Ended March 31, 2002 and2001...........                                                                                      |                                                  | 5        |
|                                                                                                                                                    |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                              |                Statementsof Cash Flows for Three Months Ended March 31, 2002 and2001.........                                                                                    |                                                  | 6        |
|                                                                                                                                                    |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                              |                Notesto Condensed Consolidated FinancialStatements..............................                                               |                                                  | 7        |
|                                                                                                                                                    |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                              |        Item2.  Management’s Discussion and Analysis ofFinancialCondition.................                                                                                                      |                                                  | 14       |
|                                                                                                                                                    |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                              |        Item3.  Quantitative and Qualitative Disclosures about MarketRisk.....................                                                                                              |                                                  | 18       |
|                                                                                                                                                    |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                              | PartII.   OtherInformation............................................................................                         |                                                  | 19       |
|                                                                                                                                                    |                                                                                                                                                                                                                                                                            |                                                  |          |
|                                                                                                                                                              | Signature................................................................................................. |                                                  | 20       |

2

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**EXPLANATORY NOTE**

On June 14, 2002, SyncorInternational Corporation entered into an agreement and plan ofmerger with Cardinal Health, Inc. and its wholly-owned subsidiary,Mudhen Merger Corp., pursuant to which Mudhen Merger Corp. willmerge into Syncor and we will become a wholly-owned subsidiary ofCardinal Health upon the satisfaction of various conditions,including approval of the merger agreement by ourstockholders.  Also on June 14, 2002, we announced ourdecision to discontinue certain of our operations, including: ourU.S. medical imaging business operated under our subsidiary,Comprehensive Medical Imaging, Inc. (previously a separate segmentfor reporting purposes); certain overseas locations; and ourbrachytherapy seeds manufacturing operations.  The mergeragreement requires the filing of a proxy statement, which willincorporate by reference our Form 10-Q for the quarter ended March31, 2002.  Since the Form 10-Q for the quarter ended June 30,2002 reflected the discontinued operations, the Form 10-Q asoriginally filed by us on May 15, 2002 needs to be restated toreflect discontinued operations.  Accordingly, we are filingthis Form 10-Q/A-1 to reflect discontinued operations for allperiods presented. 

This Form 10-Q/A-1 alsoincludes certain additional disclosures required by the Staff ofthe Securities and Exchange Commission.  We are also filingwith this Form 10-Q/A-1, as Exhibit 99.1, the Certification of CEOand CFO required by Section 906 of the Sarbanes-Oxley Act of2002.

3

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**Item 1.**

**SYNCORINTERNATIONAL CORPORATION AND SUBSIDIARIESCondensed Consolidated Balance Sheets****(Unaudited)******(in thousands)
|                                                                                                                | **     ** | **MARCH 31,2002**         | **       ** | **DECEMBER 31,2001** |   |
|----------------------------------------------------------------------------------------------------------------|------------------------------------|---------------------------|------------------------------------------------|----------------------|---|
|                                                                                                                |                                    |                           |                                                |                      |   |
| **ASSETS**                                                                                                     |                                    |                           |                                                |                      |   |
| Current assets:                                                                                                |                                    |                           |                                                |                      |   |
|        Cashand cash equivalents                                             |                                    | $   14,682 |                                                | $  17,634  |   |
|        Short‐terminvestments                                          |                                    | 7,942                     |                                                | 10,215               |   |
|        Tradereceivables, net                                                |                                    | 105,932                   |                                                |  97,003         |   |
|        Inventory                                                            |                                    | 26,723                    |                                                | 28,879               |   |
|        Prepaidsand other current assets                                     |                                    | 17,124                    |                                                | 19,215               |   |
|        Totalassets – discontinued operations (note 2)                 |                                    | 287,783                   |                                                | 283,154              |   |
|                                                                                                                |                                    |                           |                                                |                      |   |
|             Total current assets                   |                                    | 460,186                   |                                                | 456,100              |   |
|                                                                                                      |                                    |                           |                                                |                      |   |
| Marketable investmentsecurities                                                                                |                                    | 1,006                     |                                                | 1,006                |   |
| Property and equipment,net                                                                                     |                                    | 88,172                    |                                                | 86,812               |   |
| Excess of purchase priceover net assets acquired, net                                                          |                                    | 31,414                    |                                                | 30,498               |   |
| Other assets                                                                                                   |                                    | 13,593                    |                                                | 13,425               |   |
|                                                                                                                |                                    |                           |                                                |                      |   |
|                                                    |                                    | $594,371                  |                                                | $587,841             |   |
|                                                                                                                |                                    |                           |                                                |                      |   |
|                                                                                                                |                                    |                           |                                                |                      |   |
| **LIABILITIES ANDSTOCKHOLDERS' EQUITY**                                                                        |                                    |                           |                                                |                      |   |
| Currentliabilities:                                                                                            |                                    |                           |                                                |                      |   |
|        Accountspayable                                                      |                                    | $  62,138       |                                                | $  62,021  |   |
|        Accruedliabilities                                                   |                                    | 15,314                    |                                                | 13,982               |   |
|        Accruedwages and related costs                                       |                                    | 12,378                    |                                                | 13,149               |   |
|        Federaland state taxes payable                                       |                                    | 8,502                     |                                                | 4,530                |   |
|        Currentmaturities of long-term debt                                  |                                    |  2,138               |                                                |  6,345          |   |
|        Totalliabilities – discontinued operations (note 2)            |                                    | 217,079                   |                                                | 215,635              |   |
|                                                                                                                |                                    |                           |                                                |                      |   |
|             Totalcurrent liabilities:              |                                    | 317,549                   |                                                | 315,662              |   |
|                                                                                                      |                                    |                           |                                                |                      |   |
| Long-term debt, net ofcurrent maturities                                                                       |                                    | 29,200                    |                                                |  35,118         |   |
| Deferred taxes                                                                                                 |                                    | 2,130                     |                                                | 2,233                |   |
|                                                                                                                |                                    |                           |                                                |                      |   |
| Stockholders'equity:                                                                                           |                                    |                           |                                                |                      |   |
|        Commonstock, $.05 par value                                          |                                    | 1,425                     |                                                | 1,420                |   |
|        Additionalpaid-in capital                                            |                                    | 126,251                   |                                                | 124,909              |   |
|        Notesreceivable-related parties                                      |                                    | (3,461                    | )                                              | (6,197               | ) |
|        Accumulatedother comprehensive income                                |                                    | (3,584                    | )                                              | (3,653               | ) |
|        Retainedearnings                                                     |                                    | 162,797                   |                                                | 151,888              |   |
|        Treasurystock, at cost; 3,750 shares at March 31, 2002 and           |                                    |                           |                                                |                      |   |
|              3,575shares at December 31, 2001 |                                    | (37,936                   | )                                              | (33,539              | ) |
|                                                                                                                |                                    |                           |                                                |                      |   |
|             Totalstockholders' equity              |                                    | 245,492                   |                                                | 234,828              |   |
|                                                                                                                |                                    |                           |                                                |                      |   |
|                                                                                                                |                                    | $594,371                  |                                                | $587,841             |   |
|                                                                                                                |                                    |                           |                                                |                      |   |

*See notes to condensedconsolidated financial statements.*

4

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**SYNCORINTERNATIONAL CORPORATION AND SUBSIDIARIESCondensed Consolidated Statements of Income(Unaudited)**(in thousands, except per sharedata)
|                                                                                                                                                                                                                                                                                                                                                                            |                                | **THREE MONTHS ENDEDMARCH 31, ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------|---------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                            |       | **2002**                              |       | 2001 |  |   |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |
|                                                                                                                                                                                                                                                                                                                                                                  |                                |                                       |  |  |  |   |   |
| Net sales                                                                                                                                                                                                                                                                                                                                                                  |                                | **$173,579**                          |  | $140,093 |  |   |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |
| Cost of sales                                                                                                                                                                                                                                                                                                                                                              |                                | **118,575**                           |  | 97,874 |  |   |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |
|        Grossprofit                                                                                                                                                                                                                                                                                                                      |                                | **55,004**                            |  | 42,219 |  |   |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |
| Operating, selling andadministrativeexpenses                                                      |                                | **32,351**                            |  | 21,768 |  |   |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |
| Depreciation andamortization                                                                                                                                                                                                                                                                                                                                               |                                | **4,813**                             |  | 3,706 |  |   |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |
|        Operatingincome                                                                                                                                                                                                                                                                                                                  |                                | **17,840**                            |  | 16,745 |  |   |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |
| Other expense,net                                                                                                                                                                                                                                                                                                                                                          |                                | **(1,083**                            | **)** | (960 | ) |   |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |
| Income from continuingoperations before taxes                                                                                                                                                                                                                                                                                                                              |                                | **16,757**                            |  | 15,785 |  |   |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |
| Provision for incometaxes                                                                                                                                                                                                                                                                                                                                                  |                                | **6,452**                             |  | 6,319 |  |   |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |
| Income from continuingoperations                                                                                                                                                                                                                                                                                                                                           |                                | **$10,305**                           |  | $9,466 |  |   |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |
| Income from discontinuedoperations, net of taxes                                                                                                                                                                                                                                                                                                                           |                                | **604**                               |  | 741 |  |  |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |
| Net income                                                                                                                                                                                                                                                                                                                                                                 |                                | **$10,909**                           |  | 10,207 |  |  |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |
| Net income per share– Basic:                                                                                                                                                                                                                                                                                                                                         |                                |                                       |  |  |  |  |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |  |   |
|        Continuingoperations                                                                                                                                                                                                                                                                                                             |                                | **$0.42**                             |  | $0.39 |  |  |   |
|        Discontinuedoperations                                                                                                                                                                                                                                                                                                           |                                | **$0.02**                             |  | $0.03 |  |  |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |
| Net income pershare                                                                                                                                                                                                                                                                                                                                                        |                                | **$0.44**                             |  | $0.42 |  |  |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |
| Net income per share– Diluted:                                                                                                                                                                                                                                                                                                                                       |                                |                                       |  |  |  |  |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |  |   |
|        Continuingoperations                                                                                                                                                                                                                                                                                                             |                                | **$0.39**                             |  | $0.35 |  |  |   |
|        Discontinuedoperations                                                                                                                                                                                                                                                                                                           |                                | **$0.02**                             |  | $0.03 |  |  |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |
| Net income pershare                                                                                                                                                                                                                                                                                                                                                        |                                | **$0.41**                             |  | $0.38 |  |  |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |
| Weighted average sharesoutstanding – Basic                                                                                                                                                                                                                                                                                                                           |                                | **24,766**                            |  | 24,473 |  |  |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |
| Weighted average sharesoutstanding – Diluted                                                                                                                                                                                                                                                                                                                         |                                | **26,732**                            |  | 27,101 |  |   |   |
|                                                                                                                                                                                                                                                                                                                                                                            |                                |                                       |  |  |  |   |   |

*See notes to condensedconsolidated financial statements.*

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**SYNCORINTERNATIONAL CORPORATION AND SUBSIDIARIESCondensed Consolidated Statements of Cash Flows(Unaudited)**(in thousands)
|                                                                                                                       | **THREEMONTHS ENDED MARCH 31,**                                                                |
|-----------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------|
|                                                                                                                       | **               ** | **2002** |                | 2001 |  |   |
| Cash flows from operatingactivities:                                                                                  |                                                                                                |  |  |  |  |   |
| Net income                                                                                                            |                                                                                                | **$10,909** |  | $10,207 |  |   |
| Adjustments to reconcilenet income to net                                                                             |                                                                                                |  |  |  |  |   |
|     cash provided by (usedin) operating activities:                                               |                                                                                                |  |  |  |  |   |
|         Incomefrom discontinued operations                                    |                                                                                                | **(604** | **)** | (741 | ) |  |
|         Depreciationand amortization                                          |                                                                                                | **4,813** |  | 3,706 |  |   |
|         Provisionfor losses on receivables                                    |                                                                                                | **401** |  | 3 |  |   |
|         Amortizationof loan guarantee                                         |                                                                                                | **-** |  | 421 |  |   |
|         Changesin operating assets and liabilities, net ofacquisitions:  |                                                                                                |  |  |  |  |   |
|               Tradereceivables                  |                                                                                                | **(9,333** | **)** | (7,557 | ) |   |
|               Inventory                         |                                                                                                | **2,215** |  | 37,521 |  |   |
|               Prepaidsand other current assets  |                                                                                                | **2,040** |  | (3,322 | ) |   |
|               Otherassets                       |                                                                                                | **1,000** |  | 1,289 |  |   |
|               Accountspayable                   |                                                                                                | **289** |  | (52,193 | ) |   |
|               Accruedliabilities                |                                                                                                | **(4,672** | **)** | (1,068 | ) |   |
|               Accruedwages and related costs    |                                                                                                | **866** |  | (5,382 | ) |   |
|               Federaland state taxes payable    |                                                                                                | **4,656** |  | 5,154 |  |   |
|               Deferredtaxes                     |                                                                                                | **(103** | **)** | 1,099 |  |   |
|                                                                                                                       |                                                                                                |  |  |  |  |   |
|     Net cash provided by(used in) by operating activities                                         |                                                                                                | **12,477** |  | (10,863 | ) |   |
|                                                                                                                       |                                                                                                |  |  |  |  |   |
| Cash flows from investingactivities:                                                                                  |                                                                                                |  |  |  |  |   |
|         Purchaseof property and equipment, net                                |                                                                                                | **(6,030** | **)** | (5,371 | ) |   |
|         Acquisitionsof businesses, net of cash acquired                       |                                                                                                | **(1,815** | **)** | (297 | ) |   |
|         Netdecrease in short-term investments                                 |                                                                                                | **2,280** |  | 215 |  |   |
|         Netincrease long-term investment                                      |                                                                                                | **-** |  | (2 | ) |   |
|         Unrealizedgain on investments                                         |                                                                                                | **-** |  | 3 |  |   |
|                                                                                                                       |                                                                                                |  |  |  |  |   |
|         Netcash used in investing activities                                  |                                                                                                | **(5,565** | **)** | (5,452 | ) |   |
|                                                                                                                       |                                                                                                |  |  |  |  |   |
| Cash flow from financingactivities:                                                                                   |                                                                                                |  |  |  |  |   |
|         Proceedsfrom long-term debt                                           |                                                                                                | **1,139** |  | 9,710 |  |   |
|         Repaymentof long-term debt                                            |                                                                                                | **(11,464** | **)** | (991 | ) |   |
|         Notesreceivable-related parties                                       |                                                                                                | **2,736** |  | 5,489 |  |   |
|         Issuanceof common stock                                               |                                                                                                | **510** |  | 2,288 |  |   |
|         Reacquisitionof common stock for treasury                             |                                                                                                | **(4,397** | **)** | (5,893 | ) |   |
|         Paymentsfrom discontinued operations (Note 2)                         |                                                                                                | **3,731** |  | 3,530 |  |  |
|                                                                                                                       |                                                                                                |  |  |  |  |   |
|         Netcash (used in) provided by financing activities                    |                                                                                                | **(7,745** | **)** | 14,133 |  |   |
|                                                                                                                       |                                                                                                |  |  |  |  |   |
|         Netchange in cash and cash equivalents                                |                                                                                                | **(833** | **)** | (2,182 | ) |   |
|                                                                                                                       |                                                                                                |  |  |  |  |   |
|         Effectof exchange rate on cash                                        |                                                                                                | **(502** | **)** | 247 |  |   |
|                                                                                                                       |                                                                                                |  |  |  |  |  |
|         Cashused in discontinued operations (Note 2)                          |                                                                                                | **(1,617** | **)** | (2,908 | ) |  |
|                                                                                                                       |                                                                                                |  |  |  |  |  |
|         Cashand cash equivalents at beginning of period                       |                                                                                                | **17,634** |  | 24,330 |  |   |
|                                                                                                                       |                                                                                                |  |  |  |  |   |
|         Cashand cash equivalents at end of period                             |                                                                                                | **$ 14,682** |  | $19,487 |  |   |
|                                                                                                                       |                                                                                                |  |  |  |  |   |

*See notes to condensedconsolidated financial statements.*

6

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**SYNCORINTERNATIONAL CORPORATION AND SUBSIDIARIES**

**Notes toCondensed Consolidated Financial Statements**

**1.          GENERAL**.  The accompanying unaudited condensed consolidatedfinancial statements have been prepared in accordance withaccounting principles generally accepted in the United States ofAmerica for interim financial information and with the instructionsto Form 10‐Q.  Accordingly, they do not include all ofthe information and footnotes required by accounting principlesgenerally accepted in the United States of America for completefinancial statements.  In the opinion of management, alladjustments (consisting only of normal recurring accruals)considered necessary for a fair presentation have been included.The results for the three months ended March 31, 2002, are notnecessarily indicative of the results to be expected for the fullyear.  For further information, refer to the consolidatedfinancial statements and footnotes thereto included in our AnnualReport on Form 10-K/A-1 for the year ended December 31, 2001.Certain line items in the prior year’s consolidated condensedfinancial statements presented herein have been reclassified toconform to the current year’s presentation.

**2.          MERGERAGREEMENT, DISCONTINUED OPERATIONS AND OTHERCHARGES.**  On June 14, 2002, weentered into an agreement and plan of merger with Cardinal HealthInc. (Cardinal Health) and its wholly owned subsidiary, MudhenMerger Corp. Under the terms and subject to the conditions of theagreement, we will become a wholly owned subsidiary of CardinalHealth. The merger agreement provides for Syncor stockholders toreceive 0.52 Cardinal Health shares for each Syncor share theyown.  Pursuant to certain terms and conditions in the mergeragreement, if the agreement is terminated we could be required topay Cardinal Health termination fees ranging from $4,000,000 to$24,125,000. The obligation to pay, and the amount of such fees arebased upon the circumstances relating to the termination.  Thetransaction is expected to be completed by the end of 2002, subjectto the satisfaction of customary conditions, including Syncorstockholder approval.  Syncor’s stockholder meeting isexpected to take place in the fall of 2002.

We also announced on June14, 2002 our decision to discontinue certain operations includingour medical imaging business - CMI (a separate segment forreporting purposes), certain overseas locations and thebrachytherapy seeds manufacturing operations of the PharmacyServices Business. On June 14, 2002, we recorded net after-taxcharges in discontinued operations for severance, impairment ofassets held for sale and other charges totaling $24.9 million or$0.93 per fully diluted share. Included in discontinued operationswas a net after-tax charge of $11.2 million or $0.42 per fullydiluted share for CMI.  Of this total, $1.5 million related toour change in estimates for contractual allowances, $4.2 millionrelated to the change in estimated reserves for bad debt, $1.1million related to a write-down of existing costs of a billingsystem that would no longer be utilized and $4.4 million related toseverance expenses.  The adjustments to contractual allowancesand bad debt reserves were made after extensive reviews of ourbilling and collection processes completed in June 2002. Includedin these reviews were recommendations from outside consultants forenhancements to our reporting systems and methodology forestimating and recording our contractual allowances and bad debtreserves. Based upon these refinements and improvements weidentified the need for an adjustment to contractual allowances andbad debt reserves. The timing of the changes to these estimates forcontractual allowances and bad debt reserves was not related to thedecision to discontinue the operations of CMI.  The chargesrelating to our overseas business totaled $13.2 million, net aftertaxes. Of this amount, $1.0 million related to severance chargeswith the remaining $12.2 million related to asset impairmentcharges.  The $0.5 million of charges related to the seedsmanufacturing facilities was for the discontinuance of seedsproduction. 

We are marketing each ofthe discontinued operations for sale with the exception of theseeds business, which has been closed, and an investment in Brazil,which has been terminated.  We are considering offers for thesale of our imaging business in the U.S. and Puerto Rico (seeSubsequent Events information in note 10).  We are also invarious stages of discussions with U.S. and local foreign buyersfor the sale of our discontinued overseas operations.  Weexpect to complete these transactions within one year from our June14, 2002 announcement to discontinue these operations as prescribedby the Financial Accounting Standards Board(FASB), in SFAS No. 144,*Accountingfor the Impairment or Disposal of Long-LivedAssets*.  We recorded severance related accrualsboth in our overseas business and CMI in accordance with theprovisions of the FASB, Emerging Issues TaskForce (EITF) No. 94-3 *Liability Recognition for CertainEmployee Termination Benefits and Other Costs to Exit an Activity(including Certain Costs Incurred in a Restructuring).* We willdisclose the changes in the severance related accruals inaccordance with EITF No. 94-3 in future filings.

7

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Our June 14, 2002announcement also included a special charge to earnings of $5.0million ($3.1 million net of tax or $0.11 per fully diluted share).Of this amount $2.5 million related to severance and informationtechnology reorganization costs and $0.6 million related toexpenses arising from the transaction with CardinalHealth.

The merger agreement forthe Cardinal Health transaction requires the filing of a proxystatement which will incorporate by reference the Forms 10-Q forthe quarters ended June 30, 2002 and March 31, 2002 and the Form10-K for the year ended December 31, 2001. Since the Form 10-Q forthe quarter ended June 30, 2002 reflected the discontinuedoperations announced by us on June 14, 2002, the Form 10-Q for thequarter ended March 31, 2002 as originally filed by us on May 15,2002, needs to be restated for the discontinued operations.Accordingly, we have filed this Form 10-Q/A-1 for the three monthsended March 31, 2002, to reflect discontinued operations for allperiods presented.

The following representsincome statement data from the discontinued operations:

**Income statementdata:**
|                                    |                                                  | **ForThree Months Ended**          |
|------------------------------------|--------------------------------------------------|------------------------------------|
|                                    |                                                  | **March31, 2002**                  |        | **March31, 2001** |
| Revenues                           |                                                  | $41,905                       |  | $41,323 |
| Costs andexpenses                  |          | 40,923                        |  | 40,097 |
|                                    |                                                  |                                    |  |  |
| Operatingincome                    |                                                  | 982                                |  | 1,226 |
| Income taxexpense                  |                                                  | 378                                |  | 485 |
|                                    |                                                  |                                    |  |  |
| Income from discontinuedoperations |                                                  | $     604 |  | $     741 |

The following tablesummarizes the major assets and liabilities for discontinuedoperations. The inter-company payables and stockholders’equity (deficit) are eliminated in consolidation and therefore donot appear on the face of the balance sheet. The discontinuedbalance sheet is as follows:
|                                                           |                                                                                            | **March31, 2002**         |                                                              | **December31, 2001** |
|-----------------------------------------------------------|--------------------------------------------------------------------------------------------|---------------------------|--------------------------------------------------------------|----------------------|
|                                                           |                                                                                            |                           |                                                              |                      |
| Current assets                                            |                                                                                            | $  75,025  |                                                              | $  74,450  |
| Property andequipment                                     |                 | 92,724               |            | 90,552               |
| Intangibles andgoodwill                                   |                                                                                            | 120,034              |                                                              | 118,152              |
|                                                           |                                                                                            |                           |                                                              |                      |
| Total assets                                              |                                                                                            | $287,783             |                                                              | $283,154             |
|                                                           |                                                                                            |                           |                                                              |                      |
| Currentliabilities                                        |                                                                                            | $  29,343  |                                                              | $30,088              |
| Long-term debt                                            |                                                                                            | 174,773              |                                                              | 175,531              |
| Inter-companypayables                                     |                                                                                            | 64,040                    |                                                              | 68,381               |
| Deferred taxes                                            |                                                                                            | 9,057                     |                                                              | 8,463                |
| Otherliabilities                                          |                                                                   | 2,273                     |                                                              | 1,553                |
| Stockholders’ equity(deficit)                       |                                                                                            | 8,297                     |                                                              | (862)                |
|                                                           |                                                                                            |                           |                                                              |                      |
| Total liabilities andstockholder’s equity (deficit) |                                                                                            | $287,783                  |                                                              | $283,154             |

Included in the March 31,2002 long-term debt are borrowings from bank financings ofapproximately $141.6 million with the remainder primarily capitalleases generally with five-year terms.  The bank borrowingsare unsecured and payable in a lump sum on May 1, 2006 with afloating interest rate of Libor plus 1.625% or primerate.

8

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Of the $3.7 million and$3.5 million of payments from discontinued operations included inthe statement of cash flows for the three months ended March 31,2002 and 2001, respectively, approximately all of the March 31,2002 change represents repayments from CMI. These loans arecomprised of short-term inter-company loans.  Theseinter-company loans are eliminated in consolidation, except for thestatement of cash flows, which reflects the lending activitiesbetween the continuing and discontinued operations in order toprovide disclosure of such activity.

The remaining notes to thefinancial statements have been restated (except for Note 9 relatingto acquisitions) to only address/disclose information relevant tothe continuing operations.

**3.          SUMMARYOF CRITICAL ACCOUNTING POLICIES AND ESTIMATES.**

Our critical accountingpolicies and estimates are as follows:

**RevenueRecognition*.***We recognize ourrevenue primarily from two sources: (i) product revenue, whichincludes sales from our radiopharmacies, and (ii) service revenue,primarily from our international imaging businesses and ourcardiology management services.  Management makes fewestimates or judgments in the recording of revenues and as such fewif any changes are expected in the recording of revenues. Revenues are booked based upon delivery of product to ourcustomers.  Since most of our products are compounded withradioactive materials, most have a very short useful life ofapproximately six hours.  Due to this short life and the factthat most items are ordered for specific patients based on adoctor’s prescription, we receive very few returns ofproduct.  These returns are generally handled in the samemonth so future revenues are not impacted and no significantallowances for returns are necessary.  Service revenues arebooked at the time of service.  Allowances are made forcontracts and bad debts in the same month, as the service revenueis booked.  Service revenues constitute less than 3% of ouroverall net revenues.

Included in our sales forthe quarters ended March 31, 2002 and 2001, was Cardiolite sales ofapproximately $88.6 million and $77.0   million,respectively.  Cardiolite sales represented approximately51.0% and 53.3 % of our total sales during each respectivequarter.

**Estimating Valuation Allowances for DoubtfulAccounts***.*The preparation of financial statements requiresour management to make estimates and assumptions on thecollectibility of our accounts receivable. Management specificallyanalyzes historical bad debts, customer concentrations, customercredit-worthiness, current economic trends, aging of accounts andchanges in payment terms when evaluating the adequacy of theallowance for doubtful accounts. Any changes in these estimates orassumptions could cause material differences in recordedallowances.

**Valuation of Long-LivedAssets and Goodwill*.*** Weassess the impairment of identifiable intangibles, long-livedassets and related goodwill and enterprise level goodwill wheneverevents or changes in circumstances indicate that the carrying valuemay not be recoverable. Factors we consider important which couldtrigger an impairment review include the following:
|           | •     | significantunderperformance relative to expected historical or projectedfuture operating results;           |
|--------------------------------------------------------|--------------------------------|-------------------------------------------------------------------------------------------------------------|
|                                                   | •     | significant changes in themanner of our use of the acquired assets or the strategy for ouroverall business; |
|                                                   | •     | significant negativeindustry or economic trends; and                                                        |
|                                                   | •     | our market capitalizationrelative to net book value.                                                        |
|                                                        |                                |                                                                                                             |

**4.          NEWACCOUNTING STANDARDS.**  In July 2001,the Financial Accounting Standards Board (FASB) issued Statement ofAccounting Standards SFAS No. 141, *Business Combinations* andSFAS No. 142 *Goodwill and Other Intangible Assets*. SFAS requires that the purchase method of accounting be used forall business combinations completed after June 30, 2001, clarifiesthe recognition of intangible assets separately from goodwill andrequires that unallocated negative goodwill be written offimmediately as an extraordinary gain. SFAS No. 142, which waseffective for fiscal years beginning after December 15, 2001,requires that ratable amortization of goodwill be replaced withperiodic tests of goodwill impairment and that intangible assets,other than goodwill, which have determinable useful lives, beamortized over their useful lives. The Company adopted theseaccounting standards effective January 1, 2002 and has determinedin the transitional impairment analysis, that based upon the valueof the proposed merger agreement and anticipated sales values ofdiscontinued business assets that there has been no impairment.There were no adjustments to identifiable intangible assets’useful lives or recorded balances as a result of the adoption ofSFAS No.142. We will perform an annual impairment analysis ofgoodwill as required by SFAS No. 142.  The following is areconciliation of net income and earnings per share between theamounts reported for the three months ended March 31, 2001 and theadjusted amounts reflecting these new accounting rules:

9

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| ******
*(Dollars in thousands, except per share data)*            |              | **ThreeMonths Ended,**                |                                      | **ThreeMonths Ended,**        |                                                        |
|-------------------------------------------------------------------|--------------------------------------------------------------------------|---------------------------------------|--------------------------------------|-------------------------------|--------------------------------------------------------|
| **March31, 2002**                                                 | **March31, 2001**                                                        |
|                                                         |                                                                     |                                       |        |                               |                                                        |
| Net income                                                        |                                                                     |                                       |                                      |                               |           |
|      Reported netincome                  |                                                                     | $10,909                               |                                      | $10,207                       |                                                        |
|      Goodwillamortization (net of taxes) |                                                                     |       - |                                      | 918                           |                                                        |
|      Adjusted netincome                  |                                                                     | $10,909                               |                                      | $11,125                       |                                                        |
|                                                         |                                                                     |                                       |                                      |                               |                                                        |
| Earnings per share: Basic                                    |                                                                     |                                       |                                      |                               |                                                        |
|      Reported                            |                                                                     | $    0.44         |                                      | $    0.42 |                                                        |
|      Goodwill                            |                                                                     | 0.00                                  |                                      | 0.04                          |                                                        |
|      Adjusted earningsper share          |                                                                     | $    0.44         |                                      | $    0.46 |                                                        |
|                                                         |                                                                     |                                       |                                      |                               |                                                        |
| Earnings per share: Diluted                                  |                                                                     |                                       |                                      |                               |                                                        |
|      Reported                            |                                                                     | $    0.41         |                                      | $    0.38 |                                                        |
|      Goodwill                            |                                                                     | 0.00                                  |                                      | 0.03                          |                                                        |
|      Adjusted earningsper share          |                                                                     | $    0.41         |                                      | $    0.41 |                                                        |
|                                                                   |                                                                          |                                       |                                      |                               |                                                        |

In August 2001, theFinancial Accounting Standards Board (FASB) issued SFAS No. 144,*Accounting for the Impairment or Disposal of Long-LivedAssets* (SFAS No. 144), which supersedes both FASB Statement No.121, *Accounting for the Impairment of Long-Lived Assets and forLong-Lived Assets to Be Disposed Of* (SFAS No. 121) and theaccounting and reporting provisions of APB Opinion No. 30,*Reporting the Results of Operations—Reporting the Effectsof Disposal of a Segment of a Business, and Extraordinary, Unusualand Infrequently Occurring Events and Transactions* (Opinion30), for the disposal of a segment of a business (as previouslydefined in that Opinion).  SFAS No. 144 retains thefundamental provisions in SFAS No. 121 for recognizing andmeasuring impairment losses on long-lived assets held for use andlong-lived assets to be disposed of by sale, while also resolvingsignificant implementation issues associated with SFAS No.121.  SFAS No. 144 retains the basic provisions of Opinion 30on how to present discontinued operations in the income statementbut broadens that presentation to include a component of an entity(rather than a segment of a business).  Unlike SFAS No. 121,an impairment assessment under SFAS No. 144 will never result in awrite-down of goodwill.  Rather, goodwill is evaluated forimpairment under SFAS No. 142, *Goodwill and Other IntangibleAssets.*

The Company adopted SFASNo. 144 in the first quarter of 2002.  Management does notexpect the adoption of SFAS No. 144 for long-lived assets held foruse to have a material impact on the Company’s financialstatements because the impairment assessment under SFAS No. 144 islargely unchanged from SFAS No. 121.  The provisions of SFASNo. 144 for assets held for sale or other disposal generally arerequired to be applied prospectively after the adoption date tonewly initiated disposal activities.  The adoption of SFAS No.144 impacted us as certain disposal groups qualified asdiscontinued operations and are presented accordingly in theaccompanying condensed consolidated financialstatements.

On August 16, 2001, theFASB issued SFAS No. 143, *Accounting for Asset RetirementObligations*.  The statement requires entities to recordthe fair value of a liability for legal obligations associated withthe retirement obligations of tangible long-lived assets in theperiod in which it is incurred.  When the liability isinitially recorded, the entity increases the carrying amount of therelated long-lived asset.  Over time, accretion of theliability is recognized each period, and the capitalized cost isdepreciated over the useful life of the related asset.  Uponsettlement of the liability an entity either settles the obligationfor its recorded amount or incurs a gain or loss uponsettlement.  The standard is effective for fiscal yearsbeginning after June 15, 2002, with earlier applicationencouraged.  We do not expect that the adoption of SFAS No.143 will have a material impact on the Company's results fromoperations.

In April 2002, the FASBissued SFAS No. 145 *Rescission of FASB Statements No. 4, 44 and64, Amendment of FASB Statement No. 13, and TechnicalCorrections* which requires that the extinguishment of debt notbe considered an extraordinary item under Opinion 30 *Reportingthe Results of Operations - Reporting the Effects of Disposal of aSegment of Business, and Extraordinary, Unusual and InfrequentlyOccurring Events and Transactions* unless the debtextinguishment meets the unusual in nature and infrequency ofoccurrence criteria in Opinion 30. SFAS No. 145 is effective forfiscal years beginning after May 15, 2002 and upon adoption,companies must reclassify prior period items that do not meet theextraordinary item classification criteria in Opinion 30. Theadoption of SFAS No. 145 is not expected to have a material impacton our financial position and results of operations.

10

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On July 30, 2002, FASBissued Statement of Financial Accounting Standards(“SFAS”) No. 146, *Accounting for Costs Associatedwith Exit or Disposal Activities*.  SFAS No. 146 nullifiesEITF Issue No. 94-3, *Liability Recognition for Certain EmployeeTermination Benefits and Other Costs to Exit an Activity (includingCertain Costs Incurred in a Restructuring)*.  It requiresthat a liability be recognized for those costs only when theliability is incurred, that is, when it meets the definition of aliability in the FASB’s conceptual framework.  SFAS No.146 also establishes fair value as the objective for initialmeasurement of liabilities related to exit or disposalactivities.  SFAS No.146 is effective for exit or disposalactivities that are initiated after December 31, 2002, with earlieradoption encouraged.  The Company does not expect that theadoption of SFAS No. 146 will have a material impact on itsfinancial position or results from operations.

**5.          COMPREHENSIVEINCOME (LOSS). **Other comprehensiveincome (loss) includes foreign currency translation adjustments andnet unrealized gains and losses on investments in equitysecurities. Such amounts are as follows:
| **For the three monthsended:**          |                                      | **March31, 2002** | **March31, 2001**              |             |
|-----------------------------------------|--------------------------------------|-------------------|--------------------------------|-------------|
|                                         |        | Before-Tax Amount |       | Tax Expense |      | Net-of-Tax Amount |        | Before-Tax Amount |       | Tax Expense |      | Net-of-Tax Amount |   |
|                                         |                                      |                   |                           |
| Foreign currencytranslation adjustments |                                      | $69               |                                | $-          |  | $69 |  | $(139 | ) | $- |  | $(139) |
|                                         |                                      |                   |                                |             |  |  |  |  |  |  |  |  |   |
| Unrealized gains oninvestments:         |                                      |                   |                                |             |  |  |  |  |  |  |  |  |   |
| Unrealized holdinggains                 |                                      |                   |                                |             |  |  |  |  |  |  |  |  |   |
|    arisingduring period  |                                      | -                 |                                | -           |  | - |  | 4 |  | (1 | ) | 3 |   |
|                                         |                                      |                   |                           |
| Other comprehensive income(loss)        |                                      | 69                |                                | -           |  | 69 |  | (135 | ) | (1 | ) | (136 | ) |
|                                         |                                      |                   |                                |             |  |  |  |  |  |  |  |  |   |
| Net income                              |                                      | 17,739            |                                | (6,830      | ) | 10,909 |  | 17,011 |  | (6,804 | ) | 10,207 |   |
|                                         |                                      |                   |                           |
| Total comprehensiveincome               |                                      | $17,808           |                                | $(6,830     | ) | $10,978 |  | $16,876 |  | $(6,805 | ) | $10,071 |   |
|                                         |                                      |                   |                           |

**6.          SEGMENTINFORMATION. **Syncor has identifiedtwo primary operating segments: U.S. Pharmacy Services andInternational Operations.  The third segment, which was theU.S. Medical Imaging Business, has been excluded from this segmentpresentation since the operations have been discontinued. Theinternational locations and seeds manufacturing operations thathave been discontinued have also been excluded from the segmentpresentation. Segment selection was based upon internalorganizational structures, the process by which these operationsare managed and evaluated, the availability of separate financialresults, and materiality considerations. Segment detail issummarized as follows:

11

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| ****                                                 |                                                                                      | **THREEMONTHS ENDED,**                        |                                                |
|------------------------------------------------------|--------------------------------------------------------------------------------------|-----------------------------------------------|------------------------------------------------|
|                                                      |                                                                                      | **March 31,2002**                             |                                                | **March 31,2001** |  |
|                                                      |                                                                                      |                                               |                                                |  |  |
| U.S. Pharmacy ServicesBusiness                       |                |                                               | **       ** |  |  |
|                                                      |                                                                                      |                                               |                                                |  |  |
|      Revenues     |                                                                                      | $164,003                                      |                                                | $133,207 |  |
|      OperatingIncome        |                                                                                      | $  23,988                           |                                                | $  20,834 |  |
|                                            |                                                                                      |                                               |                                                |  |  |
| InternationalOperations                              |                                                                                      |                                               |                                                |  |  |
|                                                      |                                                                                      |                                               |                                                |  |  |
|      Revenues               |                                                                                      | $  9,576                            |                                                | $    6,886 |  |
|      Operating Income(Loss) |                                                                                      |        $84 |                                                | $      (112 | ) |
|                                            |                                                                                      |                                               |                                                |  |  |
| UnallocatedCorporate                                 |                                                                                      |                                               |                                                |  |  |
|                                                      |                                                                                      |                                               |                                                |  |  |
|      OperatingLoss          |                                                                                      | $ (6,232                                 | )                                              | $  (3,977 | ) |

**7.          NETINCOME PER SHARE. **Basic earningsper share (EPS) amounts are computed by dividing earningsapplicable to common stockholders by the weighted average number ofshares outstanding. Diluted EPS amounts assume the issuance ofcommon stock for all potentially dilutive equivalentsoutstanding.  Anti-dilutive outstanding stock options of3,273,636 and 2,598,747 for the three months ended March 31, 2002and 2001, respectively have been excluded from the dilutedcalculation.

The reconciliation of thenumerator and denominators of the basic and diluted earnings pershare computations are as follows for the three months ended March31, 2002 and 2001:
|                                                                |                                            | **THREEMONTHS ENDED,** |
|----------------------------------------------------------------|--------------------------------------------|------------------------|
|                                                                |                                            |                        | **March 31,2002** |  |  |  | **March 31,2001** |  |
|                                                      |         | Income (Numerator)     |      | Shares (Denominator) |        | Per Share Amount |        | Income (Numerator) |      | Shares (Denominator) |      | Per Share Amount |
|                                                                |                                            |                        |
| Net income:                                                    |                                            |                        |  |  |  |  |  |  |  |  |  |  |
|                                                      |                                            |                        |  |  |  |  |  |  |  |  |  |  |
|      ContinuingOperations             |                                            | $10,305                |  |  |  |  |  | $9,466 |  |  |  |  |
|      DiscontinuedOperations           |                                            | $604                   |  |  |  |  |  | $741 |  |  |  |  |
|                                                      |                                            |                        |  |  |  |  |  |  |  |  |  |  |
| Basic EPS:                                                     |                                            |                        |  | 24,766 |  |  |  |  |  | 24,473 |  |  |
|                                                      |                                            |                        |  |  |  |  |  |  |  |  |  |  |
|      ContinuingOperations             |                                            | $10,305                |  |  |  | $0.42 |  | $9,466 |  |  |  | $0.39 |
|      DiscontinuedOperations           |                                            | $604                   |  |  |  | $0.02 |  | $741 |  |  |  | $0.03 |
|                                                      |                                            |                        |  |  |  |  |  |  |  |  |  |  |
| Effect of Dilutive      Stock Options |                                            |                        |  | 1,966 |  |  |  |  |  | 2,628 |  |  |
|                                                      |                                            |                        |  |  |  |  |  |  |  |  |  |  |
| Diluted EPS:                                                   |                                            |                        |  | 26,732 |  |  |  |   |  | 27,101 |  |  |
|                                                      |                                            |                        |  |  |  |  |  |  |  |  |  |  |
|      ContinuingOperations             |                                            | $10,305                |  |  |  | $0.39 |  | $9,466 |  |  |  | $0.35 |
|      DiscontinuedOperations           |                                            | $604                   |  |  |  | $0.02 |  | $741 |  |  |  | $0.03 |
|                                                                |                                       |

12

----

**8.          NOTESRECEIVABLE-RELATED PARTIES.**  Weinitiated a Senior Management Stock Purchase Plan effective June16, 1998, pursuant to which our officers and key employeespurchased shares of Syncor stock.  The shares were paid with afive-year interest bearing promissory note payable to us. Interest on each note is payable on each anniversary date, with theentire outstanding principal and unpaid interest due on the fifthanniversary date.  As of March 31, 2002 we had nine employeeswith loans outstanding of $3.5 million, as compared to thirteenemployees with $6.2 million outstanding at December 31,2001.

**9.          ACQUISITIONOF BUSINESSES.**  The summary below of acquisitions that we made in 2002 and2001 reflect acquisitions made by our continuing operations anddiscontinued operations.  We have not made any amendments tothis note to reflect the discontinuation of our CMI operations andcertain overseas locations announced on June 14, 2002.

During the first quarterof 2002, we acquired a radiopharmacy in Alaska for a purchase priceof $2.0 million.

During the first quarterof 2001, we acquired three imaging center sites in California for apurchase price of $13.4 million.  In addition, in March 2001,we acquired a Gamma knife venture in Brazil for a purchase price of$2.0 million and a distributor of radiopharmaceuticals in NewZealand for a purchase price of $0.3 million plus the assumption of$0.2 million of debt.

**10.         SUBSEQUENTEVENTS****.**  During the secondquarter of 2002, one of our foreign subsidiaries received noticethat a medical group was intending to initiate arbitrationproceedings against our subsidiary, alleging that our subsidiarybreached the terms of a management agreement.  Our subsidiaryreceived formal notification of the arbitration in August2002.  The medical group is seeking $200,000 plus unspecifieddamages for lost profits and injuries to reputation, among otherclaims.  We believe that our subsidiary has adequate defensesto the claim, and in fact our subsidiary intends to file acounterclaim seeking compensation for lost profits and otherdamages specifically provided for in the managementagreement.  We have not accrued for any loss contingencyrelating to this claim because such an estimate cannot bemade.

On June 14, 2002, weentered into an agreement and plan of merger with Cardinal Healthand its wholly owned subsidiary, Mudhen Merger Corp. Under theterms and subject to the conditions of the agreement, we willbecome a wholly owned subsidiary of Cardinal Health. The mergeragreement provides for Syncor stockholders to receive 0.52 CardinalHealth shares for each Syncor share they own.  See note 2 formore information about the merger.

On June 14, 2002, we alsoannounced our decision to discontinue certain operations includingour medical imaging business-CMI (a separate segment for reportingpurposes), certain overseas locations and the brachytherapy seedsmanufacturing operations of the Radiopharmacy Services Business. Onthe date of our announcement, we recorded net after-tax charges indiscontinued operations for severance, impairment of assets heldfor sale and other charges totaling $24.9 million or $0.93 perfully diluted share.  We also announced a special charge toearnings of $5.0 million ($3.1 million net after tax or $0.11 perfully diluted share).  See note 2 for more information aboutthese charges.

In our June 14, 2002announcement regarding the discontinuation of CMI operations, weindicated that we were entertaining bids for the sale of CMI. Since that announcement, numerous potential buyers have conducteddue diligence on the CMI business.  During the quarter endedSeptember 30, 2002, we received various offers from potentialbuyers, and based on these offers, we believe that it is probablethat the sale of CMI will result in a loss on disposal to Syncor inthe range of $28 million to $35 million net after tax.  Basedon this information, we intend to recognize an asset impairmentcharge relative to CMI in the range of $28 million to $35 millionnet after tax in the quarter ended September 30, 2002.

13

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**Item 2.**

****

**SYNCORINTERNATIONAL CORPORATION AND SUBSIDIARIES**

**Management's Discussion and Analysis of FinancialCondition and Results of OperationsFor the Three Months Ended March 31, 2002 and 2001**

The following data hasbeen restated to allow for comparability due to the announcement onJune 14, 2002 of the discontinuation of certain operationsincluding our medical imaging business-CMI (previously a separatesegment for reporting purposes), certain overseas locations and ourbrachytherapy seeds manufacturing operations included in ourPharmacy Services Business.

**SUMMARY OF CRITICALACCOUNTING POLICIES AND ESTIMATES**

Our critical accountingpolicies and estimates are as follows:

***Revenue Recognition.***We recognize our revenue primarily from two sources: (i)product revenue, which includes sales from our radiopharmacies, and(ii) service revenue, primarily from our international imagingbusinesses and our cardiology management services.  Management makes few estimates or judgments in the recording ofrevenues and as such few if any changes are expected in therecording of revenues.  Revenues are booked based upondelivery of product to our customers.  Since most of ourproducts are compounded with radioactive materials, most have avery short useful life of approximately six hours.  Due tothis short life and the fact that most items are ordered forspecific patients based on a doctor’s prescription, wereceive very few returns of product.  These returns aregenerally handled in the same month so future revenues are notimpacted and no significant allowances for returns arenecessary.  Service revenues are booked at the time ofservice.  Allowances are made for contracts and bad debts inthe same month as the service revenue is booked.  Servicerevenues constitute less than 3% of our overall netrevenues.

***Estimating ValuationAllowances for Doubtful Accounts****.*The preparation of financialstatements requires our management to make estimates andassumptions on the collectibility of our accounts receivable.Management specifically analyzes historical bad debts, customerconcentrations, customer credit-worthiness, current economictrends, aging of accounts and changes in payment terms whenevaluating the adequacy of the allowance for doubtful accounts. Anychanges in these estimates or assumptions could cause materialdifferences in recorded allowances.

***Valuation ofLong-Lived Assets and Goodwill.*** We assess the impairment of identifiable intangibles, long-livedassets and related goodwill and enterprise level goodwill wheneverevents or changes in circumstances indicate that the carrying valuemay not be recoverable. Factors we consider important which couldtrigger an impairment review include the following:
|           | •     | significantunderperformance relative to expected historical or projectedfuture operating results;           |
|--------------------------------------------------------|--------------------------------|-------------------------------------------------------------------------------------------------------------|
|                                                   | •     | significant changes in themanner of our use of the acquired assets or the strategy for ouroverall business; |
|                                                   | •     | significant negativeindustry or economic trends; and                                                        |
|                                                   | •     | our market capitalizationrelative to net book value.                                                        |

When we determine that thecarrying value of intangibles, long-lived assets and relatedgoodwill and enterprise level goodwill may not be recoverable basedupon the existence of one or more of the above indicators ofimpairment, we measure any impairment based on a projectedundiscounted cash flow method using a discount rate determined byour management to be commensurate with the risk inherent in ourcurrent business model. Net intangible assets, long-lived assets,and goodwill amounted to $133.2 million as of March 31,2001.

Through December 31, 2001,the cost in excess of net assets of acquired businesses is beingamortized on a straight-line basis over periods of 15 to 40years.

In the first quarter of2002, Statement of Financial Accounting Standards(“SFAS”) No. 142, “Goodwill and Other IntangibleAssets” was effective and as a result, we ceased amortizingapproximately $30.5 million of goodwill. We had recordedapproximately $.9 million of goodwill amortization during thethree months ended March 31, 2001.  Under the provisions ofthe Statement, we did not record amortization related to anypost-June 30, 2001 acquisitions. In lieu of amortization, we arerequired to perform an initial impairment review of our recordedintangibles and goodwill in 2002 and an annual impairment reviewthereafter. We completed our initial review during the first andsecond quarter of 2002, and there was no adjustment to intangibleassets recorded balances or estimated useful lives, and noadjustments to goodwill. 

14

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**NETSALES**

Net sales increased 23.9%,or $33.5 million, to $173.6 million for the three months endedMarch 31, 2002. Both of our business segments had sales growthduring the quarter.  U.S. Pharmacy Services revenue increasewas primarily due to same store radiopharmacy growth.  Thesales growth for International operations was primarily fromacquisitions and growth in our Taiwan businesses.  Cardiolitesales represented $88.6 million and $77.0 million, or approximately51.0% and 53.3%, of our total sales during the quarters ended March31, 2002 and 2001, respectively.
|                                |                                                                                                              | **Revenues****             Three Months Ended March 31,** |
|--------------------------------|--------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------|
|                                |                    | **2002**                                                                                                              | **2001** |   |
|                                |                                                                                                         |
| U.S.Pharmacy Services Business |                                                                                                              | $164,003                                                                                                              | $133,207 |   |
| International Operations       |                                                                                                              | 9,576                                                                                                                 | 6,886 |   |
|                                |                                                                                                         |
| Total                          |                                                                                                              | $173,579                                                                                                              | $140,093 |   |
|                                |                                                                                                         |

***U.S. PharmacyBusiness***

Net sales increased 23.1%,or $30.8 million, to $164.0 million for the three months endedMarch 31, 2002. This increase was driven primarily by increasedsales of cardiology imaging agents.  For the three monthsended March 31, 2002 sales related to cardiology imaging agentsincreased 12.3%, or $11.7 million as a result of volume and priceincreases.  This business also had oncology sales increases of26.0%, or $3.9 million for the three months ended March 31,2002.  Acquisitions made during 2001 accounted for theremainder of the increase for this business during 2002.

***InternationalOperations***

Net sales increased 39.1%,or $2.7 million, to $9.6 million for the three months ended March31, 2002. Acquisitions accounted for the majority of the salesincrease.  Net sales at our existing centers or facilitieswere slightly higher during the quarter.  The Taiwan marketdid have higher same store sales, which increased 6% for thequarter.

**GROSSPROFIT**

Gross profit increased30.3%, or $12.8 million, to $55.0 million for the three monthsended March 31, 2002.  Our consolidated gross profit margin asa percentage of sales improved to 32.0% for the three months endedMarch 31, 2002 as compared to 30.1% for the same period in 2001.The increase for the quarter and year to date was driven bycontinued improvement in product mix, price increases, andoperating efficiencies in our radiopharmacy network and increasedmargins from new businesses in the Pharmacy ServicesBusiness.
|                                |                                                                                                                    | **Gross Profit****             Three Months Ended March 31,** |
|--------------------------------|--------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------|
|                                |                     | **2002**                                                                                                                  | **2001** |   |
|                                |                                                                                                               |
| U.S.Pharmacy Services Business |                                                                                                                    | $51,489                                                                                                                   | $39,459 |   |
| International Operations       |                                                                                                                    | 3,515                                                                                                                     | 2,760 |   |
|                                |                                                                                                               |
| Total                          |                                                                                                                    | $55,004                                                                                                                   | $42,219 |   |
|                                |                                                                                                               |

15

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***U.S. PharmacyBusiness***

Gross profit increased30.5%, or $12.0 million, to $51.5 million for the three monthsended March 31, 2002. Gross profit margin as a percentage of salesimproved to 31.4% for the three months ended March 31, 2002 ascompared to 29.6% for the same period in 2001. This gross profitmargin increase for the quarter was due primarily to improvedmargins associated with new businesses, such as the production anddistribution of FDG (fluorodeoxyglucose), and higher marginsassociated with recent acquisitions.  These initiativesaccounted for 0.6% of the overall margin increase on a year to datebasis.  The remainder of the gross profit margin increase wasthe result of continued leveraging of our radiopharmacy network; wecontinue to successfully increase volumes without comparableincreases in material, labor and delivery costs.

***InternationalOperations***

Gross profit increased27.4%, or $0.8 million, to $3.5 million for the three months endedMarch 31, 2002.  Our gross profit margin as a percentage ofsales decreased to 36.7% for the three months ended March 31, 2002compared to 40.1% for the same period in 2001. Margin growth at ourexisting radiopharmacy sites decreased in the quarter, which wasoffset by improving margins at imaging sites. Our margins were alsoreduced by acquired businesses, which have a lower margin than ourexisting businesses. 

**OPERATING, SELLING ANDADMINISTRATIVE EXPENSES**

Operating, selling andadministrative expenses increased 48.6%, or $10.6 million, to $32.4million for the three months ended March 31, 2002.  The ratioof these expenses to net sales for the quarter was 18.6% comparedto 15.5% for the same period in 2001.  Acquisitions in theU.S. pharmacy services business caused the majority of theincrease.  In addition, we incurred higher corporate costsprimarily from increased IT costs associated with new systems andincreased telecommunications expenses.
| ****                           |                                                                                                                    | **Operating, Selling and  Administrative Expenses** |     |
|--------------------------------|--------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------|----------|
|                                |                                                                                                                    | **Three Months Ended March 31,**                              |
|                                |                     | **2002**                                                      | **2001** |   |
|                                |                                                                                                               |
| U.S.Pharmacy Services Business |                                                                                                                    | $25,222                                                       | $17,729  |   |
| International Operations       |                                                                                                                    | 2,617                                                         | 2,010    |   |
| UnallocatedCorporate           |                                                                                                                    | 4,512                                                         | 2,029    |   |
|                                |                                                                                                               |
| Total                          |                                                                                                                    | $32,351                                                       | $21,768  |   |
|                                |                                                                                                               |

***U.S. PharmacyBusiness***

Operating, selling andadministrative costs increased 42.3%, or $7.5 million, to $25.2million for the three months ended March 31, 2002.  Thequarter increase was due primarily to increased costs associatedwith acquired businesses, which accounted for $3.6 million of thisincrease for the three months ended March 31, 2002. Costsassociated with opening new FDG production facilities (cyclotrons),used in the production of FDG, accounted for an additional $0.8million for the three months and ended March 31, 2002.  Theremainder of the increase is the result of increased costs in ourradiopharmacy network, due to increased volumes and growth. As a percentage of sales, operating, selling and administrativeexpenses increased from 13.3% in 2001 to 15.4% in 2002 for thethree months ended March 31, 2002. 

***InternationalBusiness***

Operating, selling andadministrative expenses increased 30.2%, or $0.6 million, to $2.6million for the three months ended March 31, 2002. These expensesincreased primarily as a result of new businesses and start-upcenters. As a percentage of sales, these expenses decreased from29.2% in 2001 to 27.3% in 2002. 

16

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**DEPRECIATION ANDAMORTIZATION**

Depreciation andamortization increased 29.9%, or $1.1 million, to $4.8 million forthe three months ended March 31, 2002.  The majority of theincrease for the quarter was attributable to our pharmacy servicesbusiness, primarily in new FDG production facilities and newbusinesses, with an increase of $0.4 million for three months endedMarch 31, 2002. Depreciation also increased for our corporateoperations, primarily for new IT systems costs associated with newsystems. The prior year expenses included goodwill amortization of$1.5 million for the three months ended March 31, 2002.
|                                |                                                                                | **Depreciation and Amortization**      |     |
|--------------------------------|--------------------------------------------------------------------------------|----------------------------------------|----------|
|                                |                                                                                | **Three Months Ended March 31, ** |
|                                |               | **2002**                               | **2001** |   |
|                                |                                                                           |
| U.S.Pharmacy Services Business |                                                                                | $2,279                                 | $1,532   |   |
| International Operations       |                                                                                | 814                                    | 877      |   |
| UnallocatedCorporate           |                                                                                | 1,720                                  | 1,297    |   |
|                                |                                                                           |
| Total                          |                                                                                | $4,813                                 | $3,706   |   |
|                                |                                                                           |

**ACQUISITION OFBUSINESSES**

The summary below ofacquisitions that we made in 2002 and 2001 reflect acquisitionsmade by our continuing operations and discontinuedoperations.  We have not made any amendments to this sectionto reflect the discontinuation of our CMI operations and certainoverseas locations announced on June 14, 2002.

During the first quarterof 2002, we acquired a radiopharmacy in Alaska for a purchase priceof $2.0 million.

During the first quarterof 2001, we acquired three imaging center sites in California for apurchase price of $13.4 million.  In addition, in March 2001,we acquired a Gamma knife venture in Brazil for a purchase price of$2.0 million and a distributor of radiopharmaceuticals in NewZealand for a purchase price of $0.3 million plus the assumption of$0.2 million of debt.

**LIQUIDITY AND CAPITALRESOURCES**

We had cash, cashequivalents and investments of $23.6 million at March 31, 2002compared to $28.9 million at December 31, 2001. Total debt fromcontinuing operations was $31.3 million at March 31, 2002 comparedto $41.5 million at December 31, 2001, a reduction of $10.2million. We had a positive cash flow from operations of $12.5million during the first three months of 2002.  We used aportion of this cash flow to pay down debt balances. Workingcapital from continuing operations decreased slightly to $71.9million from $72.9 million at December 31, 2001.

On January 17, 2002, wecompleted an asset securitization agreement using the tradereceivables as collateral. Under this facility, we sell ourreceivables generated from our U.S. radiopharmacy operations to awholly-owned subsidiary, Syncor Financing Corporation, which inturn sells the receivables to a third party. These securedborrowings resulted in interest savings for the quarter ended March31, 2002 of approximately $0.2 million. At March 31, 2002, we had$61.2 million extended on this $65 million agreement. In addition,we had borrowings of $102.0 million outstanding on our $167.5million credit line. Based upon our current acquisition and capitalplans we believe we have sufficient resources available to fund our2002 capital needs.

As further described innote 2, if the merger agreement is terminated, we could be requiredto pay Cardinal Health termination fees ranging from $4.0 millionto $24.1 million.  If this obligation becomes payable, weexpect to pay such amounts using our borrowing capacity under ourexisting credit agreements.

17

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**FORWARD LOOKINGSTATEMENT**

Except for the historicalinformation and discussions contained herein, statements containedin this Report on Form 10-Q may constitute "forward lookingstatements" within the meaning of the Private Securities LitigationReform Act of 1995.  These statements involve a number ofrisks, uncertainties and other factors that could cause actualresults to differ materially, including: our pending acquisition byCardinal Health; changes in the regulation of the healthcareindustry at either or both of the federal and state levels; changesor delays in reimbursement for our services by governmental orprivate payers; our failure to continue to develop and market newproducts and services and to keep pace with technological change;competitive pressures; failure to obtain or protect intellectualproperty rights; quarterly fluctuations in revenues and volatilityof our stock price; our ability to attract and retain keypersonnel; currency risks; dependence on certain suppliers; ourability to successfully manage acquisitions and alliances; legal,political and economic changes; and other risks, uncertainties andfactors discussed  in the "Risk Factors" section in the AnnualReport on Form 10-K/A-1 for December 31, 2001 and elsewhere herein,in our other filings with the SEC or in materials incorporated byreference.  Given these uncertainties, undue reliance shouldnot be placed on such forward-looking statements.

**Item 3.**

**QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTMARKET RISKS**

Interest income earned onour investment portfolio is affected by changes in the generallevel of U.S. interest rates. Our line of credit borrowingseffectively bear interest at variable rates and therefore, changesin U.S. interest rates affect interest expense incurred thereon.Changes in interest rates do not affect interest expense incurredon our fixed rate debt. There have been no significant changes inthe debt instruments from the table as filed in the annual reporton Form 10-K/A-1 at December 31, 2001.

18

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**SYNCORINTERNATIONAL CORPORATION AND SUBSIDIARIES**

**PART II.  OTHERINFORMATION**

ITEM 6.  EXHIBITS ANDREPORTS ON FORM 8-K
| (a)                           | Exhibits                          |
|--------------------------------------------------------|-----------------------------------|
|           |                                   |  |
|                                                        | 10.      | MaterialContracts |
|           |                                   |  |
|                                                        |                                   | 10.1      | Severance and ReleaseAgreement, dated January 31, 2002, between Haig Bagerdjian and theCompany, filed as Exhibit 10.1 to the Form 10-Q for the quarterended March 31, 2002, as incorporated herein byreference. |
|           |                                   |  |  |
|                                                        |                                   | 10.2      | Severance and ReleaseAgreement, dated April 5, 2002, between David Ward and the Company,filed as Exhibit 10.2 to the Form 10-Q for the quarter ended March31, 2002, as incorporated herein by reference. |

 
|                                                        | 99.                            | AdditionalExhibits |                                                                          |
|--------------------------------------------------------|--------------------------------------------------------------|--------------------|--------------------------------------------------------------------------|
|           |                                                              |                    |
|                                                        |                                                              | 99.1               | Certification of CEO andCFO Regarding Quarterly Report on Form 10-Q/A-1. |
|           |                                                              |                    |
| (b)                           | Reports on Form 8-K filedin the Quarter Ended March 31, 2002 |
|           |                                                              |                    |
|                                                        |                                                              | None.              |

19

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**SIGNATURE**

Pursuant to therequirements of the Securities Exchange Act of 1934, the Registranthas duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | **Syncor InternationalCorporation**                                                                                                                                                                                                                                                                   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                     (Registrant)                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                             |
|   October 11,2002                                                                             | By:  /s/William P.Forster                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |        WilliamP. Forster                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |        SeniorVice President and Chief Financial Officer                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |        (PrincipalFinancial/Accounting Officer)                                                                                                                                                                                                                     |

****20

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**CERTIFICATION OF CHIEF EXECUTIVEOFFICER**

I, Robert G. Funari,certify that:
|         | 1. |       | I have reviewed thisquarterly report on Form 10-Q/A-1 of Syncor InternationalCorporation;                                                                                                                                                                                                                                     |
|--------------------------------------------|----|--------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                       |    |                                |                                                                                                                                                                                                                                                                                                                               |
|                                  | 2. |                      | Based on my knowledge,this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the periodcovered by this quarterly report; and |
|                                       |    |                                |                                                                                                                                                                                                                                                                                                                               |
|                                  | 3. |                      | Based on my knowledge, thefinancial statements, and other financial information included inthis quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this quarterlyreport.                        |

Date:   October11, 2002
|                                                                                    | By/s/Robert G.Funari                                           |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       Robert G.Funari       President and Chief ExecutiveOfficer                                                                                                                                                     |

**  **

**CERTIFICATION OF CHIEF FINANCIALOFFICER**

I, William P. Forster,certify that:
|         | 1. |       | I have reviewed thisquarterly report on Form 10-Q/A-1 of Syncor InternationalCorporation;                                                                                                                                                                                                                                     |
|--------------------------------------------|----|--------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                       |    |                                |                                                                                                                                                                                                                                                                                                                               |
|                                  | 2. |                                | Based on my knowledge,this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the periodcovered by this quarterly report; and |
|                                       |    |                                |                                                                                                                                                                                                                                                                                                                               |
|                                  | 3. |                                | Based on my knowledge, thefinancial statements, and other financial information included inthis quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this quarterlyreport.                        |

Date:   October11, 2002
|                                                                                 | By/s/William P.Forster                                              |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |       William P.Forster       Sr. Vice President and ChiefExecutive Officer                                                                                                                                                              |

****21

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**Exhibit99.1**

**Certification of CEO and CFORegarding Quarterly Report on Form 10-Q/A-1For the Quarter Ended March 31, 2002**

          Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18U.S.C. Section 1350, as adopted), Robert G. Funari, Chief ExecutiveOfficer of Syncor International Corporation (the "Company"), andWilliam P. Forster, Chief Financial Officer of the Company, herebycertify that, to the best of their knowledge,
|         | 1. |       | The Company's QuarterlyReport on Form 10-Q/A-1 for the period ended March 31, 2002 (the"Covered Report"), which this Certification accompanies, fullycomplies with the requirements of Section 13(a) or Section 15(d) ofthe Securities Exchange Act of 1934; and            |
|--------------------------------------------|----|--------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                            |    |                                |                                                                                                                                                                                                                                                                             |
|                                  | 2. |                                | The information containedin the Covered Report fairly presents, in all material respects,the financial condition of the Company at the end of the periodcovered by the Covered Report and results of operations of theCompany for the period covered by the Covered Report. |

Dated:   October11, 2002
|                                                                                                     | /s/ Robert G.Funari                                             |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Robert G.Funari                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | President and ChiefExecutive Officer                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | /s/ William P.Forster                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | William P.Forster                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Sr. Vice President andChief Financial Officer                                                                                                                                                                                                                                               |

22

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